Louisiana: Foreign LLC Registration and Qualification Requirements

Requirements one by one

Trigger and safe harbors

La. R.S. § 12:1342 requires the certificate before a foreign LLC transacts
business. Section 12:1343 is expressly nonexclusive and protects proceedings
and settlement, internal affairs, bank accounts, membership-interest transfer
offices and depositories, orders accepted outside Louisiana, debt and secured-
collection activity, interstate or foreign commerce, and an isolated
transaction completed within 30 days outside repeated like transactions.

The property exclusion is narrower than an ownership-without-more rule. It
covers acquiring or disposing of property or a property interest when that is
not part of regular business activity. Section 12:1343 does not list sales
through independent contractors. Conduct outside the ten listed exclusions
remains fact-specific because the statute says other activities may also fall
outside the trigger.

Application and home-state evidence

La. R.S. § 12:1345 and Form 972 require the legal and any Louisiana-use name,
organizing jurisdiction, formation date and duration, home registered office,
outside principal office, Louisiana principal establishment, Louisiana office
and agent, proposed business, and the statement that home law empowers that
business. The current form also requests member and manager names and
addresses.

The application is executed in duplicate. A manager signs a manager-managed
LLC; a member signs a member-managed LLC. The signer acknowledges the
application before a notary or executes it by authentic act. Each registered
agent separately signs a notarized acknowledgment and acceptance.

The home-state certificate must be an existence or good-standing certificate
from an authorized official, bear an original signature, and be dated within
90 days of submission. A certified copy of the articles or organization
certificate is expressly not a substitute.

Name, agent, filing, and effective date

Under La. R.S. § 12:1344, a name missing the required designator may add
“limited liability company,” “L.L.C.,” or “L.C.” for Louisiana use. If the real
name is unavailable, the LLC may add a distinguishing term in the Secretary of
State's records.

La. R.S. § 12:1350 requires a continuous Louisiana registered agent and office.
The agent may be a resident individual, a Louisiana lawyer or qualifying law
partnership, or a qualifying domestic or authorized foreign corporation or LLC.
The entity-agent route includes organizational authority and a filed two-
recipient certificate. Section 12:1345 treats the agent's address as the
Louisiana principal establishment if the company has no separate one.

GeauxBiz provides online filing. The Secretary of State also accepts regular
mail, express mail, and fax, but businesses in the 14 parishes listed on the
forms page must submit available filings online. The current base fee is
$150; credit-card payment adds $5, while optional 24-hour and priority
service cost $30 and $50.

The fee changes on October 1, 2026. Act 921 raises the foreign-LLC
application to $185, 24-hour service to $35, and priority service to $60.
Under § 12:1346, authority follows when the Secretary of State files a
conforming paid application and issues the certificate.

Unregistered consequences and cure

La. R.S. § 12:1354 prevents an unauthorized foreign LLC from presenting a
judicial demand in a Louisiana court. The company bears the burden of showing
authority, and the Secretary of State's certificate or an authenticated copy is
the only legal evidence. Obtaining authority satisfies that stated condition.

The same section preserves contracts and acts, defense rights, and the normal
liability limits of members and managers. The LLC owes the fees and taxes that
would have applied for every unregistered year or part-year, plus the Chapter's
nonpayment penalties, and the Attorney General may recover them.

Separately, § 12:1355 permits investigation and a penalty of up to $1,000 per
violation under the Secretary of State's adopted schedule. The cited sections
do not appoint a public official for service solely because the LLC lacked
authority.

What trips people up

• The 30-day rule protects only a completed isolated transaction outside a
  course of repeated like transactions.
• Louisiana does not list independent-contractor sales as a safe harbor.
• Property is protected only when acquisition or disposition is outside regular
  business activity; the statute does not broadly exempt ownership without more.
• The home-state evidence needs an original official signature and a 90-day
  issuance window; formation papers do not substitute.
• The base application fee rises from $150 to $185 on October 1, 2026.

Common questions

Does buying one Louisiana property require authority?

Section 12:1343 protects acquiring or disposing of property when it is not part
of regular business activity. Repeated acquisitions, rentals, development, or
other regular operations require a fact-specific analysis beyond that wording.

Can a manager sign for a member-managed LLC?

Not under the statutory split. A manager signs when management is vested in
managers; a member signs when management is reserved to members.

Can the LLC use a copy of its formation certificate?

No. Section 12:1345(C) expressly requires a certificate of existence or good
standing and says a certified copy of the formation document is not a
substitute.

Can an unregistered LLC defend a Louisiana case?

Yes. Section 12:1354 preserves defense rights even though it bars the LLC from
presenting its own judicial demand until authorized.

Statutes and sources

• La. R.S. §§ 12:1342–1343 — pre-business authority requirement and the
  complete nonexclusive safe-harbor list.
  https://www.legis.la.gov/Legis/Law.aspx?d=76297 and
  https://www.legis.la.gov/Legis/Law.aspx?d=76298 (accessed 2026-07-27)
• La. R.S. §§ 12:1344–1346, 12:1350 — name cure, application contents,
  signer and acknowledgment, 90-day original-signature home evidence, agent
  acceptance, registered agent and office, filing, and certificate issuance.
  https://www.legis.la.gov/Legis/Law.aspx?d=76299,
  https://www.legis.la.gov/Legis/Law.aspx?d=76300,
  https://www.legis.la.gov/Legis/Law.aspx?d=76301, and
  https://www.legis.la.gov/Legis/Law.aspx?d=76306 (accessed 2026-07-27)
• La. R.S. §§ 12:1354–1355 — judicial-demand bar, preserved contracts,
  defenses and liability limits, back fees and taxes, investigation, and the
  $1,000-per-violation ceiling.
  https://www.legis.la.gov/Legis/Law.aspx?d=76311 and
  https://www.legis.la.gov/Legis/Law.aspx?d=76312 (accessed 2026-07-27)
• La. R.S. § 49:222; 2026 La. Acts No. 921 — current $150 application fee
  and the $185 fee effective October 1, 2026.
  https://www.legis.la.gov/Legis/Law.aspx?d=103670 and
  https://www.legis.la.gov/Legis/ViewDocument.aspx?d=1481829
  (accessed 2026-07-27)
• Louisiana Secretary of State Form 972, filing page, and fee schedules —
  current form fields and instructions, online/mail/express/fax routes, parish
  online requirement, current fees, and official October 1 fee table.
  https://www.sos.la.gov/media/ablp3yv5/972-application-of-foreign-limited-liability-company.pdf,
  https://www.sos.la.gov/business-services/file-business-documents,
  https://www.sos.la.gov/business-services/forms-fee-schedule, and
  https://static.sos.la.gov/shared/fee_changes_2026.pdf (accessed 2026-07-27)